Vendor Purchase Order Terms and Conditions

PURCHASE ORDER TERMS AND CONDITIONS

These Purchase Order Terms and Conditions (“Terms”) are entered into by and between Kaltura, Inc. or the Kaltura subsidiary identified in the applicable purchase order (“Kaltura”) and the supplier identified in the purchase order (“Supplier”) and shall apply to any goods or services provided by Supplier in the applicable purchase order (“Purchase Order”). By providing the goods or performing the services to Kaltura, you hereby accept and agree to be bound by the following Terms. Notwithstanding the foregoing, if the parties enter or have entered into a master services agreement, purchase agreement, or any other definitive frame agreement (a “Master Agreement”), covering procurement of any goods or services described in the applicable Purchase Order, the terms of such Master Agreement shall prevail over any Terms herein.

1. Engagement of Services. Supplier will provide the goods (“Goods”) or perform the services (“Services”) described and agreed by the parties in the applicable Purchase Order with the price, terms and payment terms as set forth in the Purchase Order and subject to the Terms hereunder. Kaltura will pay the fees for the performance of the Services stated in the Purchase Order after acceptance of the Goods or Services upon the latest of the following: (i) the Delivery date; (ii) the date of Kaltura’s acceptance of all Goods and/or Services; or (iii) Kaltura’s receipt of a properly prepared and undisputed invoice: If net payment terms are not stated on the Purchase Order, payment will be made within 60 calendar days after receipt of an accurate and undisputed invoice. Unless otherwise specified therein, the prices on the Purchase Order include all applicable taxes required by law to be paid to Supplier. Supplier shall be solely responsible for filing the appropriate tax forms and paying all taxes or fees due for the payment under the Purchase Order. If Kaltura is required by law to make any deduction, or any withhold from the sum payable hereunder, then the sum payable by Kaltura upon which the deduction is based will be paid to Seller net of such deduction or withholding. Any terms or conditions contained in any acknowledgment, invoice, or other communication or documentation of Supplier that are inconsistent with these Terms are hereby rejected.

2. Third Parties/ Subcontractors. Supplier will not assign, delegate, or subcontract any right or obligation under these Terms (including the right to receive payment), without the prior written consent of Kaltura and any purported assignment without such consent will be void. Kaltura’s consent may be given provided that Supplier remains liable and responsible to Kaltura for (i) the performance and obligations of all the Services provided under this Agreement. (ii) third parties’ violation of any statute, ordinance, or regulation related to Supplier’s obligations under the applicable Purchase Order.

3. Delivery. Supplier will deliver the Goods and/ or perform the Services on the agreed upon schedule, according to the completion dates agreed by the parties, with the carrier and to the destination stated in the applicable Purchase Order. If Supplier delivers the Goods or perform the Services after the delivery date specified in the Purchase Order, Kaltura, in its sole discretion, may reject the Goods/Services. Supplier will not be liable for such delay due to force majeure, but Kaltura may either approve or reject the Goods or Services without liability.

4. Shipping Instructions. Supplier will preserve, pack, package, and handle the Goods so as to protect the Goods from loss or damage and in accordance with industry best practices. Without limiting the foregoing, Supplier will observe the requirements of any local laws and regulations relating to hazardous work, including with respect to its accompanying information, packing, labeling, reporting, carriage, and disposal. Unless otherwise expressly agreed in writing or specified in the applicable Purchase Order, delivery will be made to Kaltura’s ‘Ship To’ destination agreed by the parties.

5. Inspection, Acceptance or Returns. All Goods will be received subject to Kaltura’s right to inspect the Goods and test the Services prior to acceptance. Kaltura may, at its own option, either reject and receive a refund for Goods or Services that do not conform with the Purchase Order and/ or the Terms here in or require the Supplier to repair or replace the Goods or reperform the Services without additional charge.

6. Cancellation. Kaltura may cancel the applicable Purchase Order at any time, for no reason or for any reason, prior to acceptance of the Goods/ commencement of the Services upon written notice to Supplier. Either Kaltura or Supplier may terminate the Purchase Order immediately upon written notice to the other party for any material breach.

7. Intellectual Property. all intellectual property rights in the deliverables developed or created during the provision of the Services, are the property of Kaltura, as well as the copyrights and intellectual property rights therein. Standard Goods manufactured by Supplier and sold to Kaltura without having been designed, customized, or modified for Kaltura will remain Supplier’s property. The payment by Kaltura of the fees in accordance with the Purchase Order will operate to assign to Kaltura the entire copyright and intellectual property rights mentioned above without further act by either party being necessary. Supplier will not assert and otherwise waives, any “moral rights” and assigns all “moral rights” in the deliverables to Kaltura. To the extent that Supplier incorporates any of Supplier’s pre-existing intellectual property (“Background IP”) into the deliverables under this Purchase Order, Supplier grants Kaltura a non-exclusive, royalty free, irrevocable, perpetual, worldwide transferable and fully paid-up license to use, reproduce, modify, offer to sell and distribute the Background IP in connection with Kaltura’s use of the applicable deliverables and/ or the Services. Supplier will ensure that no intellectual property rights of any third party have been and/or will be infringed in the performance by it of the Services and will indemnify Kaltura against any such claims for breach of a third party’s intellectual property rights.

8. Representations and Warranties. Each party represents and warrants that it will comply with applicable laws, order and/ or regulations including all privacy laws, any applicable import and export regulations, employment and anti-bribery laws and regulations in its performance under the applicable Purchase Order. Supplier warrants that any Goods sold by Supplier and/ or the Services provided under the Purchase Order will be of merchantable quality; will conform to applicable specifications, drawings or descriptions furnished by Kaltura; will be free from defects in material and workmanship; will conform to the applicable documentation; will be sufficient and fit for the purposes intended by Kaltura and; will not violate the any duty of confidentiality or patent, copyright trade mark or any other contractual right of a third party. Supplier warrants that any Services provided by Supplier to Kaltura hereunder will be performed in a professional and workmanlike manner in accordance with recognized industry standards.

9. Confidentiality. “Confidential Information” means any information obtained by Supplier in connection with this Purchase Order, including the existence of the Purchase Order and its terms, personally identifiable information that Kaltura provides to Supplier, if any, and all other information which is identified as proprietary or which a reasonable person should know is confidential given the circumstances and content of the disclosure, whether or not designated as “confidential”. Supplier will (a) hold the Confidential Information in confidence and not disclose Kaltura’s Confidential Information to third parties without Kaltura’s prior written consent, except as permitted by this Order (b) use the Confidential Information of Kaltura solely to fulfil its obligations and exercise its rights under the Purchase Order. Supplier will destroy/ return the Confidential Information upon Kaltura’s written request. In the event that Supplier is required by law or other legal order to disclose any of Kaltura’s Confidential Information, Supplier will first give written notice to Kaltura (if permitted by law). Confidential Information will not include any information which: (a) is or becomes publicly known through no breach of the Supplier; (b) is already in the possession of the Supplier at the time of disclosure; (c) is obtained by Supplier from a third party without a breach of such third party’s obligations of confidentiality; or (d) is independently developed by Supplier without use of or reference to Kaltura’s Confidential Information.

10. Data Privacy. If as a result of the applicable Purchase Order Supplier obtains, processes, accesses, stores or otherwise handles information relating to identified or identifiable individuals (“Personal Data”), Supplier acknowledges and agrees that Supplier will process any Personal Data solely for the purposes of providing the contracted Services. Supplier will comply, or ensures compliance of its own suppliers with all applicable data protection, privacy, electronic communications, and telemarketing regulations (including but not limited to the EU General Data Protection Regulation, the California Consumer Privacy Act, and the Personal Data Protection Act of Singapore) in performing its obligations under these Terms. Without limiting the foregoing, supplier represents and warrants that (a) Supplier obtains or has obtained relevant personal data in compliance with all applicable data protection and privacy laws, and (b) Supplier has the lawful basis and right to use such personal data for purposes of providing the services under these Terms. Supplier will promptly delete Personal Data where: (1) such Personal Data is no longer required by Supplier to perform the contracted Services, or (2) upon Kaltura’s request. Supplier will defend, indemnify, and hold harmless Kaltura against all third-party claims arising from or related to Supplier’s breach of its obligations under this paragraph.

11. Code of Conduct. Supplier acknowledges receiving notice of and agrees to comply with Kaltura’s Vendor Code of Conduct, available at https://corp.kaltura.com/legal/vendors/vendor-code-of-conduct/.

12. Insurance. Supplier, at its own expense, will be solely responsible for securing and maintaining adequate insurance with a reputable insurance company to cover its risks hereunder, such as, but not limited to auto, product liability general liability and any other insurance as required by law or is the common practice in Supplier’s industry or businesses, whichever affords greater coverage and amounts. Supplier will also maintain workers’ compensation insurance as required by law, including employer’s liability coverage. Supplier will provide Kaltura with documentation evidencing the required coverage within five (5) business days of Kaltura’s request.

13. Indemnification. Supplier, its successors and assigns, will indemnify, defend, and hold Kaltura, its officers, directors, agents, employees, successors, customers and affiliates harmless against all claims, suits, judgments, court costs, attorney’s fees and other liabilities, demands or losses for (i) personal injury, death or property damage related to the Goods or Services furnished by Supplier (ii) all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of Supplier, Supplier’s agents, employees, or subcontractors (iii) any intellectual property claims that the Goods and/or Services infringe or misappropriate any third party Intellectual Property Rights, and (v) any allegations arising from or related to Supplier’s breach of its obligations hereunder or (iv) violation of applicable law. If Kaltura’s use of the Goods or Services is enjoined or in Kaltura’s reasonable opinion, is likely to be enjoined as a result of any such claim or allegation of Intellectual Property Infringement, Supplier agrees, at Kaltura’s option to: (a) accept return of the Goods from Kaltura and refund to Kaltura the amounts paid by Kaltura, (b) modify the Goods/ or Services so that they become non-infringing but equivalent in functionality, quality, compatibility, and performance, or (c) procure for Kaltura and its customers the right to continue using and distributing the Goods or Services.

14. Limitation of Liability. KALTURA WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND KALTURA’S MAXIMUM LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO SUPPLIER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

15. Miscellaneous. The relationship of Supplier to Kaltura is that of an independent contractor. Neither Supplier nor its employees, agents or subcontractors are agents or employees of Kaltura. Except as provided herein, no term or condition of these Terms may be amended or deemed to be waived, except by a writing signed by both parties. Supplier will not assign, delegate, or subcontract any right or obligation under the Purchase Order (including the right to receive payment), except to a subsidiary or affiliate, without the prior written consent of Kaltura and any purported assignment without such consent will be void. Kaltura’s consent may be given provided that Supplier remains liable and responsible to Kaltura for (i) the performance and obligations of all the Services provided under this Agreement and (ii) third parties’ violation of any statute, ordinance, or regulation related to Supplier’s obligations under this Purchase Order. All usage of Kaltura’s name brand or logo in connection with this Agreement will be used in accordance with Kaltura’s branding guidelines, which are available to Supplier upon request. These Terms will be construed in accordance with the laws of the New York without regard to its principles of conflict of laws. The rights and remedies herein provided are in addition to those available to either party at law or in equity. Those provisions that by their nature are intended to survive termination or expiration of these Terms will survive.

Last Updated May 4, 2022